December 13 2004 Exhibit 10.1





                                                                                          Exhibit 10.1 



PATENT PURCHASE AGREEMENT


THIS PATENT PURCHASE AGREEMENT ("Agreement") is made as of
December 10, 2004 ("Effective Date"), by Commerce One
Operations, Inc., a corporation organized under the laws of Delaware, with an
address at 580 California Street, Suite 526, San Francisco, California 94104
("Seller") and JGR Acquisition, Inc., a company existing
pursuant to the laws of Delaware, with an address at 1201 North Market Street,
PO Box 1347, Wilmington, Delaware 19899 ("Purchaser").


In consideration of the mutual agreements and understandings set forth
herein, and for other good and valuable consideration, the adequacy of which is
hereby acknowledged, the parties to this Agreement hereby agree as follows:


	Effective as of the Closing (as defined below), Seller hereby irrevocably
sells, transfers, conveys and assigns to Purchaser, and Purchaser shall acquire
from Seller all of Seller's right, title and interest in and to and under
all Assigned Patents (as defined below), including all past and future income,
royalties, damages and payments due (including, rights to damages and payments
for past, present or future infringements or misappropriations) with respect
thereto, in each case, of Seller in all countries relating to such Assigned
Patents (collectively the "Purchased Assets"), free and clear
of all liens, claims, encumbrances and UCC filings, but subject to the rights in
the Purchased Assets granted to Mitsubishi Corporation in the Agreement for
Intellectual Property Rights License and Mutual Waiver and Release of Liability
Under Intellectual Property Rights between Commerce One Operations, Inc. and
Mitsubishi Corporation dated December 19, 2003, attached hereto as Exhibit
D.  

The term "Assigned Patents" shall mean all Patents listed on the
accompanying Exhibit A and all continuations, continuations-in-part,
divisionals, patent cooperation treaty equivalents, and foreign counterparts of
the Patents listed on the accompanying Exhibit A.


The term "Patents" shall mean any United States or foreign patents
and applications (including provisional applications), patents issuing from such
applications, certificates of invention or any other grants by any court,
administrative agency or commission or other federal, state, county, local or
foreign governmental authority, instrumentality, agency commission or
subdivision thereof, including the U.S. Patent and Trademark Office
("PTO") and the European Patent Office
("EPO"), for the protection of inventions, or foreign
equivalents of any of the foregoing.


	Purchase Price: Purchaser will purchase the Purchased Assets for a total
value of Fifteen Million Five Hundred Thousand U.S. Dollars ($15,500,000).
Consideration will consist of a payment of such amount by wire transfer to an
account of Seller's specification at the Closing.

  

	Conditions to be Met Prior to Closing:  The following are conditions
precedent to the Closing and to Purchaser's obligation to make the payments
contemplated by Section 2 of this Agreement:  

	Execution and conveyance by Seller of an assignment of the Purchased Assets
in the form set forth in Exhibit B to this Agreement and any other
recording documents associated therewith.  Notwithstanding the foregoing, such
patent assignments shall only be recorded after the wire transfer (to be
provided under Section 2) is received by Seller.
	Execution of that certain Patent License Agreement by and among Seller and
Purchaser dated December 10, 2004 attached hereto as Exhibit C (the
"License Agreement").
	The United States Bankruptcy Court shall have entered an Order approving
execution, delivery and performance by Seller of the terms and conditions of
this Agreement.




	Miscellaneous:  Both before and after the Closing (as defined below), each
party shall, without the requirement of any additional consideration, execute
and/or cause to be delivered to each other party such other instruments and
recording documents, and shall take such other actions, as may be necessary to
carry out or evidence this Agreement and record the contemplated patent
assignment with the United States Patent and Trademark Office and any foreign
patent office(s).  Seller hereby irrevocably transfers, conveys and assigns to
Purchaser, and Purchaser accepts from Seller, all of Seller's right, title and
interest in and to and under the Inventor Agreements, except that such transfer,
conveyance, and assignment shall not extend to any right under any such
Agreement that does not relate specifically to one of the Assigned Patents. As
used herein, the term Inventor Agreements means any agreement by which an
inventor on any of the Assigned Patents is obligated to assist Seller in any way
with regard to the filing, prosecution, issuance, or maintenance of any of the
Assigned Patents.
	Closing:  When all of the conditions herein have been waived or satisfied,
the closing of the sale of the Purchased Assets (the "Closing")
shall occur within two (2) business days, but no later than December 23,
2004.
	Representations and Warranties: Each party represents and warrants to the
other that (i) such party including those signatory herewith have the full
power and authority to enter into, execute and deliver this Agreement and
perform the obligations contained herein; (ii) the execution and delivery by
such party of this Agreement and the performance by such party of its
obligations contemplated in this Agreement have been duly authorized by any
necessary corporate or other action of such party; and (iii) the execution,
delivery and performance of this Agreement by such party will not conflict with
or result in any material breach or violation of any of the terms and conditions
of, or constitute a default under, any instrument, contract or other agreement
to which such party is a party or by which such party is bound. Seller further
represents and warrants to Purchaser that Seller is the beneficial and
registered owner of the Purchased Assets. Purchaser further represents and
warrants to Seller that Purchaser has the ability to and will license the
Purchased Assets to Seller and that Seller can then assign Seller's Rights under
the License Agreement to Commerce Acquisition, LLC pursuant to the terms of the
License Agreement; provided, however, that Purchaser shall have no liability
under this sentence for any deficiencies in Purchaser's ability to license the
Purchased Assets to Seller that are caused by any deficiency in Seller's rights
in the Purchased Assets or in Seller's conveyance thereof to Purchaser.
	NO WARRANTY; NO RECOURSE.  EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6 ABOVE,
THE RIGHTS GRANTED TO PURCHASER HEREUNDER ARE PROVIDED STRICTLY ON AN "AS
IS" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE AND SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND
ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT.  Purchaser specifically acknowledges and agrees that Purchaser
and its successors and assignees will not have any recourse to, or any right to
bring a claim or action against, any of the agents, representatives, employees,
officers or directors of Seller (as opposed to the Seller as an entity and
Seller's affiliated entities) in the event that (i) any representations and
warranties or other statements made by or on behalf of Seller are untrue as of
the time of their expression or as of the Closing, or (ii) Seller does not
fulfill any of its covenants or other obligations in this Agreement or any
related agreement or document. 
	Expenses: Unless otherwise specified herein, each party will bear its own
costs and expenses in connection with the transactions contemplated hereby.
	Integration: The provisions of this Agreement shall constitute binding and
enforceable contractual obligations and this Agreement along with Exhibits A, B
and C, shall constitute the entire agreement between the parties, shall
supersede any prior understanding, agreement, or representations by or between
the parties whether written or oral, that may have related to the subject matter
hereof, and shall inure to the benefit of their respective successors and
assigns.  This Agreement may be modified in writing only, signed by the parties
at the time of the modification.  No failure or delay on the part of any party
in exercising any of its respective rights hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such rights preclude
any other or further exercise thereof or the exercise of any other rights
hereunder.
	Counterparts:  This Agreement may be executed in one or more counterparts,
all of which taken together shall constitute one and the same instrument.
	Governing Law:  This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of
California applicable to agreements made and to be performed entirely in
California.  

 

[Remainder of Page Intentionally Left Blank]


IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf by its duly authorized officer, all as of the
Effective Date.


	
SELLER


By:_______________________________


Name:_____________________________


Title:______________________________
	
PURCHASER


By:_______________________________


Name:_____________________________

Title:______________________________ 





 

EXHIBIT A

PURCHASED ASSETS



EXHIBIT B

FORM OF PATENT ASSIGNMENT



PATENT ASSIGNMENT

THIS PATENT ASSIGNMENT is made as of December 10, 2004, from Commerce
One, Inc., a Corporation organized under the laws of Delaware, with an address
at 580 California Street, Suite 526, San Francisco, California 94104
("Assignor") to JGR Acquisition, Inc., a company existing
pursuant to the laws of Delaware, with an address at 1201 North Market Street,
PO Box 1347, Wilmington, Delaware 19899 ("Assignee").



WHEREAS, Assignor is the owner of the patents and patent
applications (the "Patents") set forth in Schedule A
attached hereto.



WHEREAS, Assignor and Assignee have entered into a Patent
Purchase Agreement dated as of December 10, 2004, pursuant to which Assignor has
agreed, inter alia, to grant and assign to Assignee all of Assignor's
right title and interest in and to the Patents and Assignee desires to acquire
the entire right, title and interest in and to the Patents.


NOW, THEREFOR, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged:

I.Assignor hereby irrevocably sells, transfers, conveys
and assigns unto Assignee, its successors and assigns, Assignor's entire right,
title and interest in and to the Patents and any continuations, divisions,
reissues, or extensions of the Patents, including all past and future income,
royalties, damages and payments due (including, rights to damages and payments
for past, present or future infringements or misappropriations) with respect
thereto, in each case, of Assignor in all countries relating to the Patents.



II.Assignor hereby authorizes the Commissioner of Patents
and Trademarks of the United States and other empowered officials of the United
States Patent and Trademark Office and/or the appropriate empowered officials
other relevant jurisdictions outside the United States to record the transfer of
the Patents to Assignee as assignee of Assignor's entire right, title and
interest therein, in accordance with this Patent Assignment, and to issue to
Assignee all letters patent which may issue with respect to the Patents.



 

 

 

[Signature Page to Follow]



IN WITNESS WHEREOF, Assignor has caused these presents to be
duly executed in a manner appropriate thereto as of the date first above
written.
Assignor: COMMERCE ONE, INC. 

By: 

Name: 

Title:  



 















ACKNOWLEDGMENT

February [__], 2004

State of ________)

) ss:

County of ______)

On this ___th day of ________ 20__, before me, the
undersigned, personally appeared ___________________________, �
 personally known to me - OR - �
 proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature:     (Seal)
Notary Public



 







Schedule A

LIST OF PATENTS



	
Item
	
Application Number

	
Computer System to Compile Non-Incremental Computer Source Code
to Execute Within an Incremental Type Computer System
	
5,884,083

	
Computer System to Compile Non-Incremental Computer Source Code
to Execute Within an Incremental Type Computer System
	
6,687,896

	
Documents For Commerce in Trading Partner Networks and Interface
Definitions Based on the Documents
	
09/173,858

	
Participant Server Which Processes Documents for Commerce in
Trading Partner Networks
	
6,226,675

	
Market Makers Using Documents for Commerce in Trading Partner
Networks
	
6,125,391

	
Enterprise System That Incorporates Business Process Life Cycle
Management Capabilities
	 
	
Commerce Community Schema for the Global Trading Web
	
10/111,995

	
System and method for schema evolution in an e-commerce
network
	
09/493,517

	
Method of retrieving schemas for interpreting documents in an
electronic commerce system
	
6,591,260

	
Method for Automatic Categorization of items
	
6,751,600

	
Registry for trading partners using documents for commerce In
trading partner networks
	
09/633,365

	
System and Method for Integrating Data Sources Based Upon
Attribute Dimensions
	 
	
Integration of Data Sources Sharing a Large Homogeneous Schema
Template
	 
	
Fully Functional Self-Contained Electronic Marketplace Training
Environment
	 
	
System and Method for Graphically Mapping Source Schemas to a
Target Schema
	 
	
System and Method for Effectively Implementing a Marketsite
Application Integrator
	 
	
Method and apparatus for declarative updating of self-
describing, structured documents
	
10/026,364

	
Method and apparatus for declarative error handling and
presentation
	
10/026,366

	
Method and apparatus for generic search interface across
document types
	
10/026,681

	
SCL (scenario configuration language) for a rule based
system
	
10/105,015

	
Data Syndication and Synchronization
	
10/128,985

	
Methodology for Dynamically Presenting Information to a System
User of an Electronic Device
	 
	
Registry Driven Interoperability and Exchange of
Documents
	 
	
Electronic Commerce Community Networks and Intra/Inter Community
Secure Routing Implementation
	 
	
Commerce Community Schema for the Global Trading Web
	
60/163,020

	
Method and apparatus for viewing electronic commerce-related
documents
	
09/794,302

	
Method and device utilizing polymorphic data in e-
commerce
	
09/730,489

	
Tools for building documents for commerce in trading partner
networks and interface definitions
	
6,542,912

	
Xcbl mailbox methods and devices
	
10/026,663

	
System and Method for Effectively Implementing A Marketsite
Application Integrator
	
10/302,221

	
System and Method for Effectively Configuring a Marketsite
Application Integration Architecture
	
10/302,327

	
System and Method for Effectively Performing Overflow Data
Procedure
	
10/314,701

	
Electronic Commerce Community Networks and Intra/Inter Community
Secure Routing Implementation
	
10/199,967

	
XML Streaming Transformer
	
10/222,752

	
Dynamic Interoperability Contract for Web Services
	
10/246,592

	
Registry Driven Interoperability and Exchange of
Documents
	
10/199,963

	
Exposing Process Flows and Choreography Controllers as Web
Services
	
10/246,512

	
Transparent EJB Support and Horizontal Data
Partitioning
	
10/281,914

	
Dynamic Interface Between BPSS Conversation Management and Local
Business Management
	
10/222,008

	
Dynamic Negotiation of Security Arrangements Between Web
Services
	
10/246,276





 

 

EXHIBIT C

PATENT LICENSE AGREEMENT



EXHIBIT D

LICENSE AGREEMENT WITH MITSUBISHI